BEIGE HOLDINGS LIMITED - Approval of resolutions in terms of section 60 of the Companies Act, update on clawback offer and cautionary renewal

Approval of resolutions in terms of section 60 of the Companies Act, update on clawback offer and cautionary renewal

BEIGE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006871/06)
(“Beige” or “the Company”)
ISIN Code: ZAE000034161        Share code: BEG


APPROVAL OF RESOLUTIONS PROPOSED IN TERMS OF SECTION 60 OF THE COMPANIES
ACT, NO.71 OF 2008, AS AMENDED (“ACT”); SIGNING OF SUBSCRIPTION AGREEMENT
IN RESPECT OF CLAW-BACK OFFER AND RENEWAL OF CAUTIONARY ANNOUNCEMENT


1.   RESULTS OF WRITTEN CONSENT PROCESS IN TERMS OF SECTION 60 OF THE ACT
     Shareholders are referred to the announcement released on SENS on
     20 June 2014 regarding the proposed special and ordinary resolutions
     providing for, inter alia, the conversion of the company’s ordinary
     share capital to shares of no par value, an increase in authorised
     share capital and granting authority to issue shares that will have
     voting power in excess of 30% of the voting power of all the ordinary
     shares currently in issue.

     Shareholders are advised that the Company has, to date, received
     written consents approving the resolutions from persons entitled to
     exercise voting rights thereon and holding approximately 78.58% of the
     voting rights in the company. The resolutions are accordingly regarded
     as having been adopted by the Company in terms of section 60(2) of the
     Act. The special resolutions providing for the conversion of the
     ordinary shares to shares of no par value and the increase in
     authorised share capital will now be sent to CIPC and shareholders will
     be advised once confirmation of filing has been received.

2.   UPDATE ON PROPOSED CLAW-BACK OFFER
     Shareholders are referred to the announcements released on SENS on
     28 May 2014 and 20 June 2014 regarding the Company’s decision to raise
     R30 million by way of a claw-back offer (“the claw-back offer”).

     2.1 Rationale for the Claw-back offer
         As previously announced, the proceeds of the claw-back offer will
         be applied to a re-financing strategy for the Group through the
         conversion of existing debt into equity. In order to provide equal
         opportunity to shareholders to participate in this recapitalisation
         of the Company, the recapitalisation will be done through the
         mechanism of a renounceable claw-back offer.

     2.2 Conclusion of a Subscription Agreement
         The board is pleased to announce that on the 30 June 2014, the
         Company concluded a subscription agreement with The Lion Match
         Company Proprietary Limited (“Lion Match” or “the subscriber”) in
         terms of which Lion Match has agreed to subscribe for 1 000 000 000
         ordinary Beige shares which will form the subject of the claw-back
         offer (“the claw-back shares”) at a subscription price of R0.03 per
         share (“subscription price”) and an aggregate subscription amount
         of R30 000 000.
         Shareholders are advised that Lion Match has already injected the
         R30 000 000 into the Company and this money will be applied to the
         subscription price.   The claw-back shares will, however, only be
         issued to Lion Match once the special resolutions adopted in terms
         of Section 60 of the Act, as detailed above, have been registered
         by CIPC.   Beige has agreed to pay the subscriber an underwriting
         commission of 4% of the subscription price following the closing of
         the claw-back offer.

     2.3 TERMS OF THE CLAW-BACK OFFER
         In terms of the claw-back offer, Beige shareholders will be granted
         the opportunity to subscribe for the claw-back shares at the
         subscription price and in the ratio of 61.21822 claw-back shares
         for every 100 ordinary Beige shares held on a date to be determined
         following the approval by the JSE of a circular to shareholders
         detailing the terms of the claw-back offer (“the record date”).
         Within 5 business days of the closing of the claw-back offer, the
         subscriber will be paid the proceeds received from Beige
         shareholders who have “clawed-back” their pro-rata share of the
         claw-back shares in terms of the claw-back offer.

3.   PRO-FORMA FINANCIAL EFFECTS OF THE CLAW-BACK OFFER AND RENEWAL OF
     CAUTIONARY ANNOUNCEMENT
     The financial effects of and salient dates in respect of the claw-back
     offer will be announced on SENS in due course.  Shareholders are
     accordingly advised to continue exercising caution when dealing in the
     Company’s securities until a further announcement is made.

Johannesburg
2 July 2014

Designated Advisor
Arcay Moela Sponsors Proprietary Limited

Date: 02/07/2014 02:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.